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| **3.** | **REPRESENTATIONS AND WARRANTIES** |


 




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| 3.1 | Lessor's Representations and Warranties. Lessor hereby represents and warrants to Lessee as of the date of this Amendment that: |


 




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|  | 3.1.1. | Lessor (i) is a national banking association organized, validly existing and in good standing under the laws of the United States of America and (ii) has the power and authority to enter into and perform its obligations under this Amendment; |


 




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|  | 3.1.2. | the execution and delivery by Lessor of this Amendment, the consummation by Lessor of the transactions contemplated herein and compliance with the terms and provisions hereof and thereof are within Lessor's corporate powers, do not and will not result in a violation of Lessor's charter, by-laws or other constitutional documents as currently in effect; |


 




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|  | 3.1.3. | the Lease, as amended by this Amendment, will constitute the legal, valid and binding and enforceable obligation of Lessor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors' rights and general principles of equity (regardless of whether such proceeding is considered a proceeding in equity or at law); and |